10A-2-14.22
Section 10A-2-14.22 Reinstatement following administrative dissolution. REPEALED IN THE 2019
REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE
SUPPLEMENT. (a) A corporation administratively dissolved under Section 10A-2-14.21 may apply
to the Secretary of State for reinstatement within two years after the effective date of dissolution.
The application must: (1) Recite the name and address of the corporation and the effective
date of its administrative dissolution; (2) State that the ground or grounds for dissolution
either did not exist or have been eliminated; (3) State that the corporation's name satisfies
the requirements of Sections 10A-1-5.03 and 10A-1-5.04; and (4) Contain a certificate from
the Department of Revenue reciting that all taxes owed by the corporation have been paid.
(b) If the Secretary of State determines that the application contains the information required
by subsection (a) and that the information is correct, he or she...
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10A-2-2.03
Section 10A-2-2.03 Incorporation. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Upon the effectiveness of
the filing of the articles of incorporation as provided in Sections 10A-1-4.11 and 10A-1-4.12,
corporate existence begins. (b) The judge of probate's filing of the articles of incorporation
pursuant to Section 10A-1-4.02 is conclusive proof that the incorporators satisfied all conditions
precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation
or involuntarily dissolve the corporation. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-2.03;
amended and renumbered by Act 2009-513, p. 967, §89.)...
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10A-2-7.02
Section 10A-2-7.02 Special meeting. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A corporation shall hold
a special meeting of shareholders: (1) On call of its board of directors or the person or
persons authorized to do so by the articles of incorporation or bylaws; or (2) If the holders
of at least 10 percent of all the votes entitled to be cast on any issue proposed to be considered
at the proposed special meeting sign, date, and deliver to the corporation's president or
secretary one or more written demands for the meeting describing the purpose or purposes for
which it is to be held, who shall, within 21 days of the receipt of demand, cause notice to
be given of the meeting to be held within the minimum time following the notice prescribed
by Section 10A-2-7.05(a); or (3) On call of the holders of at least 10 percent of the votes
entitled to be cast at the proposed special meeting who signed a demand...
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10A-2-7.05
Section 10A-2-7.05 Notice of meeting. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A corporation, or, in the
case of a special meeting called pursuant to Section 10A-2-7.02(a)(3), the persons calling
the meeting, shall notify shareholders in writing of the date, time, and place of each annual
and special shareholders' meeting no fewer than 10 nor more than 60 days before the meeting
date. Unless this chapter or the articles of incorporation require otherwise, the corporation,
or other persons calling the meeting, are required to give notice only to shareholders entitled
to vote at the meeting. Notwithstanding the provisions of this section or any other provisions
of this chapter, the stock or bonded indebtedness of a corporation shall not be increased
at a meeting unless notice of the meeting shall have been given as may be required by Section
234 of the Constitution of Alabama of 1901, as the same may be...
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10A-2-7.31
Section 10A-2-7.31 Voting agreements. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Two or more shareholders
may provide for the manner in which they will vote their shares by signing an agreement for
that purpose. A voting agreement created under this section is not subject to the provisions
of Section 10A-2-7.30. (b) A voting agreement created under this section is specifically enforceable.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-7.31; amended and renumbered by Act 2009-513,
p. 967, §112.)...
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10A-2-8.20
Section 10A-2-8.20 Meetings. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The board of directors may
hold regular or special meetings in or out of this state. (b) Unless the articles of incorporation
or bylaws provide otherwise, the board of directors may permit any or all directors to participate
in a regular or special meeting by, or conduct the meeting through the use of, any means of
communication by which all directors participating may simultaneously hear each other during
the meeting. A director participating in a meeting by this means is deemed to be present in
person at the meeting. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.20; amended and renumbered
by Act 2009-513, p. 967, §118.)...
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10A-2-8.50
Section 10A-2-8.50 Definitions. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. In this division: (1) "Corporation"
includes any domestic or foreign predecessor entity of a corporation in a merger or other
transaction in which the predecessor's existence ceased upon consummation of the transaction.
(2) "Director" means an individual who is or was a director of a corporation or
an individual who, while a director of a corporation, is or was serving at the corporation's
request as a director, officer, partner, trustee, employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise.
A director is considered to be serving an employee benefit plan at the corporation's request
if his or her duties to the corporation also impose duties on, or otherwise involve services
by, the director to the plan or to participants in or beneficiaries of the...
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10A-2-8.53
Section 10A-2-8.53 Advance for expenses. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A corporation may
pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding
in advance of final disposition of the proceeding if: (1) The director furnishes the corporation
a written affirmation of good faith belief that he or she has met the standard of conduct
described in Section 10A-2-8.51; (2) The director furnishes the corporation a written undertaking,
executed personally or on the director's behalf, to repay the advance if it is ultimately
determined that the director did not meet the standard of conduct, or is not otherwise entitled
to indemnification under Section 10A-2-8.51(d), unless indemnification is approved by the
court under Section 10A-2-8.54; (3) A determination is made that the facts then known to those
making the determination would not preclude...
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10A-2-8.57
Section 10A-2-8.57 Insurance. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. A corporation may purchase and
maintain insurance, or furnish similar protection, including but not limited to trust funds,
self-insurance reserves, or the like, on behalf of an individual who is or was a director,
officer, employee, or agent of the corporation, or who, while a director, officer, employee,
or agent of the corporation, is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture trust, employee benefit plan, or other enterprise, against liability
asserted against or incurred by him or her in that capacity or arising from his or her status
as a director, officer, employee, or agent, whether or not the corporation would have power
to indemnify him or her against the same liability under Section...
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10A-5-3.02
Section 10A-5-3.02 Liability of members to third parties. REPEALED IN THE 2014 REGULAR SESSION
BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as otherwise provided in this chapter,
a member of a limited liability company is not liable under a judgment, decree, or order of
a court, or in any other manner, for a debt, obligation, or liability of the limited liability
company, whether arising in contract, tort, or otherwise, or for the acts or omissions of
any other member, manager, agent, or employee of the limited liability company. (b) A member
may be liable to creditors of the limited liability company for a written agreement to make
a contribution to the limited liability company. (c) A member of a limited liability company
may become liable by reason of the member's own acts or conduct. (Acts 1993, No. 93-724, p.
1425, §20; §10-12-20; amended and renumbered by Act 2009-513, p. 967, §228.)...
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